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Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of _________ __, 2007 by and between
Inter-Atlantic Financial, Inc. (the "Company") and American Stock
Transfer &
Trust Company (the "Trustee").
WHEREAS, the Company's Registration Statement on Form S-1, as
amended, No.
333-_______ (together with any registration statement filed
pursuant to Rule
462(b), the "Registration Statement"), for its initial public
offering of
securities (the "IPO") has been declared effective as of
____________ __, 2007
by the Securities and Exchange Commission (the "Effective Date");
and
WHEREAS, Morgan Joseph & Co. Inc. ("Morgan Joseph") is acting
as the
representative of the underwriters in the IPO; and
WHEREAS, as described in the Registration Statement, and in
accordance with
the Company's Amended and Restated Certificate of Incorporation,
$57,090,000 of
the net proceeds of the IPO and sale of the founders' warrants
($65,460,000 if
the underwriters' over-allotment option is exercised in full) after
adjusting
for certain offering expenses, will be delivered to the Trustee to
be deposited
and held in a trust account for the benefit of the Company and the
holders of
the Company's common stock, par value $0.0001, issued in the IPO.
The amount to
be delivered to the Trustee will be referred to herein as the
"Property," the
stockholders for whose benefit the Trustee shall hold the Property
will be
referred to as the "Public Stockholders," and the Public
Stockholders and the
Company will be referred to together as the "Beneficiaries");
and
WHEREAS, a portion of the Property consists of $1,200,000 (or
$1,380,000 if
the underwriters' over-allotment option is exercised in full)
attributable to
the underwriters' discount which Morgan Joseph has agreed to
deposit in the
Trust Account (as defined below); and
WHEREAS, the Company and the Trustee desire to enter into this
Agreement to
set forth the terms and conditions pursuant to which the Trustee
shall hold the
Property;
IT
IS AGREED:
1.
Agreements and Covenants of Trustee. The Trustee hereby agrees
and
covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with
the
terms of this Agreement in segregated trust accounts (the "Trust
Account")
established by the Trustee at a branch of JPMorgan Chase NY Bank
selected by the
Trustee;
(b)
Manage, supervise and administer the Trust Account subject to the
terms
and conditions set forth herein;
(c)
In a timely manner, upon the written instruction of the Company,
to
invest and reinvest the Property in United States "government
securities" and/or
in any open ended money market fund(s) selected by the Company
meeting the
conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7
promulgated under
the Investment Company Act of 1940, as amended, as determined by
the Company. As
used herein, "Government Security" means any Treasury Bill issued
by the United
States, having a maturity of one hundred and eighty days or
less;
(d)
Collect and receive, when due, all principal and income arising
from
the Property, which income, net of taxes, shall become part of the
"Property,"
as such term is used herein; and the remaining income arising from
the Property,
net of taxes, up to $1,000,000 may be released to the Company
periodically to
fund its working capital requirements;
(e)
Notify the Company and Morgan Joseph of all communications received
by
it with respect to any Property requiring action by the
Company;
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(f)
Supply any necessary information or documents as may be requested
by
the Company in connection with the Company's preparation of the tax
returns
relating to income from the Property in the Trust Account or
otherwise;
(g)
Participate in any plan or proceeding for protecting or enforcing
any
right or interest arising from the Property if, as and when
instructed by the
Company and/or Morgan Joseph in writing to do so;
(h) Render to the Company
and to Morgan Joseph, and to such other person as
the Company may instruct, monthly written statements of the
activities of and
amounts in the Trust Account reflecting all receipts and
disbursements of the
Trust Account;
(i)
If there is any income or other tax obligation relating to the
income
from the Property in the Trust Account as determined by the
Company, then, from
time to time, at the written instruction of the Company, the
Trustee shall
promptly, to the extent there is not sufficient cash in the Trust
Account to pay
such tax obligation, liquidate such assets held in the Trust
Account as shall be
designated by the Company in writing, and disburse to the Company
by wire
transfer, out of the Property in the Trust Account, the amount
indicated by the
Company as owing in respect of such income tax obligation; and
(j)
Commence liquidation of the Trust Account only upon receipt of and
only
in accordance with the terms of a letter (the "Termination
Letter"), in a form
substantially similar to that attached hereto as either Exhibit A
or Exhibit B,
signed on behalf of the Company by its Chief Executive Officer or
other
authorized officer, and complete the liquidation of the Trust
Account and
distribute the Property in the Trust Account only as directed in
the Termination
Letter and the other documents referred to therein.
2.
Limited Distributions of Income From Trust Account.
(a)
If there is any income or other tax obligation relating to the
income
from the Property in the Trust Account as determined by the
Company, then, at
the written instruction of the Company, the Trustee shall disburse
to the
Company by wire transfer, out of the Property in the Trust Account,
the amount
indicated by the Company as required to pay income taxes; and
(b)
Upon written request from the Company in a form substantially
similar
to that attached hereto as Exhibit C, which may be given not more
than once in
any calendar quarter, the Trustee shall distribute to the Company
by wire
transfer an amount equal to the income collected on the Property
through the
last day of the calendar quarter immediately preceding the date of
receipt of
the Company's request; provided, however, that the maximum amount
of
distributions, net of taxes, that the Company may request and the
Trustee shall
distribute pursuant to this Section 2(b) shall be $1,000,000. The
first such
distribution shall include income through the first full calendar
quarter
following the effective date of the IPO, with the Company's request
made after
such date. It is understood that the Trustee's only responsibility
under this
section is to follow the instruction of the Company; and
(c)
Except as provided in Sections 2(a) and 2(b) above, no other
distributions from the Trust Account shall be permitted except in
accordance
with Sections 1(i) and 1(j) hereof.
3.
Agreements and Covenants of the Company. The Company hereby agrees
and
covenants to:
(a)
Give all instructions to the Trustee hereunder in writing, signed
by
the Company's Chief Executive Officer or other authorized officer.
In addition,
except with respect to its duties under Section 1(i) above, the
Trustee shall be
entitled to rely on, and shall be protected in relying on, any
verbal or
telephonic advice or instruction which it in good faith believes to
be given by
any one of the persons authorized above to give written
instructions, provided
that the Company shall promptly confirm such instructions in
writing;
(b)
Hold the Trustee harmless and indemnify the Trustee from and
against,
any and all expenses, including reasonable counsel fees and
disbursements, or
loss suffered by the Trustee in connection with any action, suit or
other
proceeding brought against the Trustee involving any claim, or in
connection
with any claim or demand which in any way arises out of or relates
to this
Agreement, the services of the Trustee hereunder, or the Property
or any income
earned from investment of the Property, except for expenses and
losses resulting
from the Trustee's gross
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negligence or willful misconduct. Promptly after the receipt by the
Trustee of
notice of demand or claim or the commencement of any action, suit
or proceeding,
pursuant to which the Trustee intends to seek indemnification under
this
Section, it shall notify the Company in writing of such claim
(hereinafter
referred to as the "Indemnified Claim"). The Trustee shall have the
right to
conduct and manage the defense against such Indemnified Claim. The
Company may
participate in such action with its own counsel; and
(c)
Pay the Trustee an initial acceptance fee, an annual fee and a
transaction processing fee for each disbursement made pursuant to
Sections 2(a)
and 2(b) as set forth on Schedule A hereto, which fees shall be
subject to
modification by the parties from time to time. It is expressly
understood that
the Property shall not be used to pay such fees and further agreed
that said
transaction processing fees shall be deducted by the Trustee from
the
disbursements made to the Company pursuant to Section 2(b). The
Company shall
pay the Trustee the initial acceptance fee and first year's fee at
the
consummation of the IPO and thereafter on the anniversary of the
Effective Date.
The Trustee shall refund to the Company the annual fee (on a pro
rata basis)
with respect to any period after the liquidation of the Trust Fund.
The Company
shall not be responsible for any other fees or charges of the
Trustee except as
set forth in this Section 3(c) and as may be provided in Section
3(b) hereof (it
being expressly understood that the Property shall not be used to
make any
payments to the Trustee under such Sections).
4.
Limitations of Liability. The Trustee shall have no responsibility
or
liability to:
(a)
Take any action with respect to the Property, other than as
directed in
Section 1 hereof and the Trustee shall have no liability to any
party except for
liability arising out of its own gross negligence or willful
misconduct;
(b)
Institute any proceeding for the collection of any principal and
income
arising from, or institute, appear in or defend any proceeding of
any kind with
respect to, any of the Property unless and until it shall have
received written
instructions from the Company given as provided herein to do so and
the Company
shall have advanced or guaranteed to it funds sufficient to pay any
expenses
incident thereto;
(c)
Change the investment of any Property, other than in compliance
with
Section 1(c);
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company
to
give instructions hereunder shall not be continuing unless provided
otherwise in
such designation, or unless the Company shall have delivered a
written
revocation of such authority to the Trustee;
(f)
The other parties hereto or to anyone else for
